Corporate Governance

Management Approach

I. Policy
Corporate Governance (CG) policy and Corporate Governance Handbook was developed for Board of Directors, executives, and employees of IRPC’s, subsidiaries’, associates’, and joint ventures within IRPC’s control to observe as practical guidelines. This policy is to promote IRPC as an efficient company marked by good CG and operational excellence, business righteousness, free of fraud, transparent, and open to scrutiny.

II. Responsible Organization (member’s level, responsibility)
The Board plays a key role in defining IRPC’s vision and key strategies, policies, and plans, taking into account risk factors and laying down suitable management approaches, while ensuring that accounting, financial, and audit systems are credible.

The Board consists of four sub-committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance Committee, and the Risk Management Committee to take care of all important issues in the company with the president and the executive management being responsible for implementing the policy and principles determined by the Board to be of interests of the company and its stakeholders.

Corporate Governance & Sustainability Committee has ensured that IRPC conforms to the corporate governance and sustainability action plans for the year, whether in routine chores or in strategic ones. These consist of corporate governance development tasks, environmental governance, and social responsibility tasks aligning with the corporate governance guidelines and sustainability guidelines.

Audit Committee reviews the reliability of the financial statement of IRPC and its subsidiaries, the internal control system, internal audit system and risk management system to ensure their suitability and effectiveness. Moreover, it provides recommendations on the improvement of the internal control system.

Nomination and Remuneration Committee recruits qualified candidates for nomination as Board members and the CEO. It has established efficient, transparent procedures and criteria of nomination so that the Board is made of directors with diverse knowledge, capability and qualifications. Moreover it considers compensation for directors and the President by adopting equitable and reasonable criteria.

Risk Management Committee provides oversight of risk management. The Board provides an overall policy, while the Audit Committee reviews the practices. These committees are to ensure risk assessment analytical exercises, covering potential impacts on IRPC (external and internal, including environmental and social perspectives), and to provide risk management reports to the Audit Committee and Risk Management Committee for review.

III. Management System/Process
Corporate governance systems ensure that a company is managed in the interests of shareholders. It includes checks and balances that enable the Board of Directors to have appropriate control and oversight responsibilities. In addition, management incentives have to be set in such way that management interests are aligned with shareholder’s interests.

Board Structure
The make-up of the Board is in compliance with the CG Policy. The Board of Directors must consist of director members that are knowledgeable, skilled, and experienced for IRPC’s business interests. The Board must fully dedicate their time to fulfilling their duties. To this end, IRPC has defined the Board’s composition and key qualifications, as well as their appointment, as follows:

The Board consists of 5-15 directors;

Professional independent directors must number at least one-third of the Board or at least three;

Directors may be up to 70 years of age;

A director can serve up to three successive terms (nine years).

The qualifications of an Independent Director complies the criteria of the Thai Securities and Exchange Commission (SEC) such as no involvement in management functions of the Company and subsidiary; no blood or legal relation to another Director; and no business relationship and is not an auditor of the company. In addition, the criteria of IRPC are more stringent than the SEC regulation, such as Independent Director must also hold no more than 0.5% of all shares with voting rights, of the Company, which is a stricter regulation than that of SEC’s limit of 1%.
For more information, please visit Definition and Qualifications of Independent Directors .

Non-executive Chairman/Lead Director
The Board of Directors has to build in the necessary checks and balances to avoid a potential abuse of power by appointing one person to fulfill the roles of chairman and CEO.

The principal role of the Chairman is to manage and to provide leadership to the Board of Directors of the Company, to promote and oversee the highest standards of corporate governance within the Board and the Company and to lead the Board and in particular discussions on all proposals put forward by the management team.

For more information on Chairman and management team, please visit Management Team

Diversity Policy
Although IRPC supports an appropriate balance and diversity of skills, experience, race and gender, the appointment of directors must be transparent and complying with corporate governance policy. The Nomination and Remuneration Committee will recruit and nominate suitable person and give adequate profiled for the Board’s making consideration. The Board then proposes the suitable candidates to the shareholders for approval taking into account the board’s diversity policy. As for appointment of directors in place of those that resign before ending their term, the Board is to decide this matter. Nomination and remuneration committee will consider the qualification in order to recruit and nominate suitable person.

Board Effectiveness
Performance assessment of the Board of Directors specified in the Corporate Governance handbook consists of: self-evaluation, performance evaluation of the Board of Directors, performance evaluation of the Sub Committees, performance evaluation of the Chairman and Individual Directors, and report the result to the Corporate Governance committee and shareholders. The Nomination and Remuneration Committee consider the compensation for the Board, recommend to the Board for approval, and propose to the annual general meeting for transparent approval based on Compensation Best Practices released by the Thai Institute of Directors Association.

Board Industry Experience
According to IRPC Corporate Governance Handbook, to obtain the right blend of essential competencies, they should consist of at least three of those knowledgeable in the petroleum and petrochemical businesses, at least one knowledgeable in law, and at least one knowledgeable in accounting or finance; taking into account, as stipulated in the nomination policy and criteria, of educational background, skill management in such function, and well- achievement and recognition acceptable in comparable scale of business.

Executive Compensation
The Nomination and Remuneration Committee on behalf of Board is responsible for assessing the yearly performance and the compensation of the President such as salary, bonus, and other monetary and non-monetary benefits which are suitable to the business and submit them to the Board for approval.

In reviewing the Chairman’s performance composition and goals, the committee applied all factors with fairness, including IRPC’s overall performance, corporate KPIs, factors supporting sustainable growth, corporate image, social and community responsibility achieved with transparent and truly beneficial practices.

For the directors’ bonus, the Nomination and Remuneration Committee had considered proposing the bonus payment thoroughly and appropriately, at the rate competitive to other companies of similar field of business, the rate of Directors’ bonus in the past compared to the profit, and the correlation with the rate of dividend payment to the shareholders.

IRPC discloses the fixed and variable compensation of the President & CEO and executives as follows:

Furthermore, IRPC discloses the mean and median of the annual compensation of all employees and the ratio between the mean and median employee compensation and the total annual compensation of the CEO in the table below

Employee Compensation (THB)

Median Employee Compensation

Mean Employee Compensation

Median / mean annual compensation of all employees, except the CEO

1,039,080

1,232,268

Ratio between the total annual compensation of the CEO and the mean or median employee compensation

17.6

14.8

IRPC also discloses employee’s remuneration by employee category and gender as shown below.

Employee Level

Average Female Salary

Average Male Salary

Ratio

Executive level (base salary only)

5,048,184

4,995,288

1.01059

Management level (base salary only)

1,599,808

1,891,942

0.84559

Management level (base salary + other cash incentives)

2,323,940

2,634,216

0.88221

Non-management level

718,789

719,860

0.99851

Management Ownership Requirement: To drive and promote individual ownership, as being part of corporate’s desired behavior in theme of IRPC DNA, our CEO has encouraged IRPC employee especially executive members to voluntarily hold IRPC’s shares in order to build its commitment and gain long-term trusts from our investors. However, all must strictly comply with regulation set by the Securities and Exchange Commission in order to prevent insider or unethical trading. For more information on number of shares held by Directors, please visit Corporate Annual Report

Clawback Provision: IRPC’s clawback provision is referred from the Securities and Exchange Act B.E. 2551. Under the section 89/7, the executive management is responsible to manage the company with caution and integrity and to comply with the laws and regulations, objectives and requirement of the company, agreement from board of directors and agreement from the investors. Additionally, the executive management can be prosecuted under the section 89/18, which can be used and does not conflict with section 89/19, if they have been proven not to perform their duties according to 89/7 or misconduct by an Executive Director or misconduct through their direction or non-direction. The executive management or anyone who involve must return the benefits they have received.